IN RE Vs. NIRAYU PVT LTD

JUDGEMENT

(1.) This is a common order for three separate petitions filed by two Transferor companies and a Transferee Company under Section 230 and 232 of the Companies Act, 2013 seeking sanction of this Tribunal to a Composite Scheme of Arrangement in the nature of Amalgamation of Sierra Investments Private Limited (First Transferor Company) and Whitefield Chemtech Private Limited (Second Transferor Company) with Nirayu Private Limited (Transferee Company) and their respective shareholders and Restructure of Capital of Nirayu Private Limited.

(2.) The said petitioner companies had filed the proceedings before this Tribunal in form of joint application, being C A (CAA) No. 101 of 2017. By the said application, the Petitioner Companies sought dispensation of meetings of the Equity Shareholders and Unsecured Creditors of the Petitioner Companies. It was submitted that all the shareholders of the Petitioner Companies had submitted written consent letters on affidavit approving the proposed Scheme. Similarly, all the Unsecured Creditors of two Petitioner Companies had submitted - written consent letters on affidavit approving the proposed Scheme. It was further submitted that there were no Secured Creditors of any of the Petitioner Companies and no Unsecured Creditors of the First Transferor Company. Hence, this Tribunal, vide order dated 15th September 2017, passed in CA CAA No. 101 of 2017, dispensed with meetings of shareholders and unsecured creditors of all the Companies. Since there were no Secured Creditors of any of the Petitioner Companies, as certified by the Chartered Accountants, their meeting was held to be not necessary. The petitioner companies, thereafter, filed separate petitions on 12th October 2017.

(3.) Vide the aforesaid order dated 15th September 2017, the Petitioner Companies were also directed to serve Notice of the Scheme to the Regulatory Authorities-viz.